“Articles of incorporation” (Teikan: “定款”) is a very important document when you start up your business no matter which country you belong to. Especially, if you want to set up your company in Japan, “Articles of incorporation” need to be submitted to a legal affairs office when you register your company, and to an immigration office when you apply for a business visa.

In most cases, a foreigner swamped with other miscellaneous tasks while proceeding with company establishment tends to leave creating “Articles of incorporation” to an Administrative Scrivener or a lawyer.

However, it is important for you to create this in terms of grasping a big picture view of your establishing company. This knowledge is very useful when you’re required to explain about your company if you fall into a contingency that causes trouble to clients and stakeholders.

There is no loss in knowing how to create this. Rather, you should experience creating “Articles of incorporation” to learn a part of the legal rules of Japanese company establishment.

How to write “Articles of incorporation”

Decide company’s name

Company’s name on “Articles of incorporation” is called “Shougou” (商号) in Japanese. There are three things you pay attention to before naming your company.

  • Make sure if there is the same company’s name in the same town, which you think of naming.
  • Make sure if keywoards of your company’s name inclueds a name in trademark registration
  • Make sure if your company’s name is the same as major company’s name
  • You can check it with commercial survey book, “Shougyouchousabo” (商業調査簿) at a local legal affairs office
  • You can check it by Japan Platform for Patent information
  • You search your company’s name by google. Even if the same name company is not big which you found, if it corresponds to an article of “Unfair Competition Prevention Act”, you can’t use the name

Business purpose

Mention what kind of business you are going to run through the company. There are 3 things you pay attention to.

  • If you need to get permission and license to do the business, you write what kind of business you are doing after getting permission.
  • Don’t mention business purpose that you’re not planning to do
  • Just mention profitable business
  • If you don’t mention business purpose, there is the possibility that you can’t obtain the permission or license
  • Business purpose should have simple consistency that anybody can understand what company it is from the business purpose. Don’t write business that you want to do someday in the future
  • The projects such as volunteer activities, a donation to an organization, and charity activities which is not directly related to making a profit, are not included in “profitable business”

If you add business purpose later, it costs you 30,000 yen in the name of “registration and license tax”

Head office location

Head office location is called, “Hontenshozaichi” (本店所在地). If you come to Japan with a tourist visa to stay for 90 days in order to apply for the first 4-month “Business Management” visa, the articles of incorporation, “Teikan” (定款), is one of the submitting documents to an immigration office.

However, while you stay in Japan with a tourist visa, resident card, “Zairyu card” (在留カード), is not issued and you have no documents and certificates that identify yourself in Japan except for your passport. So, you can’t rent an office at this time except for the case that a property owner is willing to rent you a room with your passport and certificates issued in your country.

If you have a Japanese partner, you can write an office address rented in the name of your Japanese partner but if you apply for it yourself, this column should be blank.

Other things to decide

  • Public notice policy
  • Capital amount
  • Fiscal year
  • The number of starting members
  • The number of directors
  • Total number of authorized shares, share with restriction on transfer
  • Installment of the board of directors

Create articles of incorporation along the format

Source of referrence: inqup.com

You can create articles of incorporation from scratch on white papers. However, if there is a reusable existing format which simply makes you fill in the blank, it is much easier to make articles of incorporation perfectly. You can buy the format at a stationery store and download it from the internet. (Free downloadable format site)

Compan’s name


“株式会社” means “Co., Ltd.” You fill your company’s name excep for “Co., Ltd.” If company’s name is expressed with alphabet, you fill it in Katakana (Japanese letter). “○○○○” is where you fill your company’s name.


You fill in the year, month, date.

YYYY年MM月DD日 会社設立


You wirte the date that you created this articles of incorporation


You write the date that the article of incorporation was recognized by a notary.

This articles of incorporation itself is just a paper filled with required content about your company. This document will produce its effect legally after being recognized by a notary. So, after you complete this document, you need to go to a notary office to have your document certified.

YYYY年MM月DD日 会社設立

“会社設立” means “company establishment”. In short, you write company establishment date. Company establishment is when you completed corporate registration at a legal affairs office.

Chapter 1, general rules (Business purpose, head office location, advertisement policy)

This section starts from the title, “第一章 総則<事業目的・本店所在地・公告の方法>”

company’s name

第1条 当会社は、株式会社××××××と称する。

(Company’s name)

Article 1. This company is called ××××××.

Put your company’s name in “××××××”

Business purpose


(Business purpose)

Article 2, o/ur company is doing the following business

Put your business purpose in “××××××”

Head office location


(Business purpose)

(Head officce locaiton)
Article 3, our company is located in ×× ken (prefecture), ×× shi (city)

Put your company’s location in “××”

Public notice policy


(Public notice policy)
Article 4, our company notify publicly with (by) ××××

Put your public notice manner in “××××”

Public notice, “Koukoku” (公告) is notfying publicly the things that have a great influence on clients and creditors. This is what you are obliged to do legally. If you neflect this notification on purpose, you are fined eaqual to or less than 1 million yen.

Chapter 2 stocks

This section starts from the title, “第二章 株式<発行可能株式総数・認証機関>”

Total number of authorized shares


(Total number of authorized shares)
Article 5, total number of authorized shares of our company is ×××

Put your company’s available share amount in “×××”.

share with restriction on transfer


(share with restriction on transfer)
Article 6, you are required to receive approval from ××× if you want to acquire our company’s share by transfer

Put Certification Authority in “×××”.

Certification authority to approve share transfer is a board of directors if the company installs it. If a company without a board of directors, shareholders are principally the certification authority.

Chapter 3, General Shareholders’ Meeting < Omission of Calling Procedures, Resolution>

This section starts from the title, “第三章 株主総会<招集手続きの省略・決議>”

share with restriction on transfer

第16条 株主総会は、株主の全員の同意がある場合は、招集手続きを経ることなく開催することができる。

Article 16, General Shareholders’ Meeting can be held without calling procedures if already having every sharehoulder consent

you are required to receive approval from ××× if you want to acquire our company’s share by transfer

If your company adopts voting by ballot or electronic voting, calling procedures cannot be omitted. If a company omits resolution and also omit a calling procedure, a company may end up depriving shareholders of the opportunity to indicate their intention.

Omission of calling procedures

第17条 株主総会の決議は、法令または本定款に別段の定めがある場合を除き、議決権を行使することができる株主の議決権の過半数を有する株主が出席し、出席した当該株主の議決権の過半数をもって行う。

Article 17, the resolution in general shareholder’s meeting is done by the majority of voting rights entitled to attended shareholders except for the case that the article of incorporation mentions special exception about the rule of the general shareholder’s meeting.

The company act, article 309, clause 2, defines that shareholders with the majority of voting rights attend the meeting, and the majority, equal to or more than two-thirds voting rights entitled to shareholders will decide the resolution.

“The majority of voting rights entitled to attended shareholders” for resolution can lower less than the majority. However, the resolution of the election of directors needs more than one-third of shareholder’s voting rights

Chapter 4, board of directors

This section starts from the title, “第四章 取締役<取締役任期>“.

Directors’ Term of Board of Director

第7条 取締役の任期はその選任後××年以内に終了する会計年度のうち最終のものに関する定時株主総会の終結の時までとする。

(Term of Board of Director)
Article 7, Term of Board of Director shall be until the end of the regular shareholders meeting which shall be held at the very last meeting before the ×× business year of the Board of Director ends.
2 Terms of substitute Board of Directors or additional Board of Directors shall be the same as remaining terms of Board of Director

Put term of board of director in “××”

Chapter 5, fiscal year

This section starts from the title, “第五章 計算<事業年度>“.


(Fiscal year)
Article 8, this company’s fiscal year shall be one term as one year and it is from MM, DD to MM, DD the next year

Put fiscal year in “MM”, “DD”.

Chapter 6, additional rules < settlement day, founder's name, address, number of shares>

This section starts from the title, “第六章 附則<決算日・発起人の氏名・住所・株式数>”

Capital amount


(Invested capital amount after a company establishment)
Total capital amount invested after company establishment is “×××” yen

Put capital amount is “×××”.



  • 設立時取締役×××
  • 同×××
  • 設立時代表取締役×××


  • 住所○県○市○町○丁目○番○号○○○
  • 氏名×××× ○○株 金○○○万円
  • 住所○県○市○町○丁目○番○号○○○
  • 氏名×××× ○○株 金○○○万円


  • 平成○年○月○日
  • 氏名×××× ○○株 金○○○万円
  • 発起人○○○○ 印鑑
  • 発起人○○○○ 印鑑

(Direcotrs at incorporation)

Article 11, director and managing director at incorporation are as follows
  • Direcor at incorporation,”×××”
  • Manging direcor at incorporation,”×××”


Article 12, founder’s name, address, and shares are as follows
  • Address: ○ ken, ○ shi, ○ choume, ○○○ gou
  • Name: ××××, ○○ shares, ○○○ yen
  • Address: ○ ken, ○ shi, ○ choume, ○○○ gou
  • Name: ××××, ○○ shares, ○○○ yen

(Regulatory compliance)

Article 13, the matters not regulated in this article of incorporation shall be in accordance with the company act and other legal rules.
For establishment of ×××(your company) Co., Ltd, founder will create the article of incorporation, give a sign and stamp on it.
  • (Your Name) ×××× ○○ shares ○○○y en
  • Co-Founder’s name ○○○○ (stamp)
  • Co-Founder’s name ○○○○ (stamp)

(Note) company with board of directors and company without board of directors

company without board of directors

If you want to install a board of directors in your company, you need to have 3 directors. In short, if you establish a company with less than 2 people, you don’t need to set up a board of directors in your company. If you don’t install a board of directors in your company, the General meeting of shareholders shall be a decision-making body.

company with board of directors

The advantage you install a board of directors in your company is that a board of directors is empowered to make most of the decisions on business management. You need also to install auditors to check and observe if a board of directors fulfills the role. If you don’t install a board of directors, auditors installment is optional.

How to submit the article of incorporation

After you complete the article of incorporation, you need to submit this a local notary office. As I said, this document will produce its effect legally after being recognized by a notary. The following things are the necessary documents and certificates you need to take to.

  • The article of incorporation (“Teikan”: 定款)
  • Founder and co-founder’s Inkan registration certificate (not copy but original)
  • Your ID card (Residence card)
  • Revenue stamp (“Shunyu-Inshi”: 収入印紙)
  • Founder’s registered Inkan

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